thirty six annual general meeting...thirty six annual general meeting thursday, 5th november, 2020...

THIRTY SIX ANNUAL GENERAL MEETINGthThursday, 5 November, 2020 at 1.00 P.M. At

Means (OAVM)

BOARD OF DIRECTORSSri K.M. Poddar, Managing Director

Sri A. De

Smt. Uma Poddar

Sri O.P. Kedia

Sri Gautam Modi

Sri Ashish Singhania

Sri B.K.Bhalotia

COMPANY SECRETARY Sneha Binani

AUDITORSRuwatia & Associates

Chartered Accountants, Kolkata

REGISTERED OFFICEPlot No. 34-38, KIADB Industrial Area,

Sathyamangalam, Tumakuru- 572 104, Karnataka

E-mail : [email protected], Wesite : www.ceeta.com

Ph.: 91-816-2214 686, Fax : 91-816-2211352

HEAD OFFICE2F, Park Plaza, North Block,

71 Park Street, Kolkata - 700016

Email: [email protected], Website: www.ceeta.com

Phone: 033-22642942/43, Fax: 033-22642940

REGISTRAR & TRANSFER AGENTNiche Technologies Pvt. Ltd.

3A, Auckland Place, 7th floor, Room No. 7A & 7B

Kolkata- 700 017, Phone : 033-2280-6616

WORKS : 1) Granite Unit

Plot No. 34-38, KIADB Industrial Area,

Sathyamangalam, Tumakuru- 572 104, Karnataka

2) PSC Poles Unit

Village - Hathmara, Post - Digwar,

Ramgarh, Jharkhand - 829 117

through Video Conference/Other Audio Visual

CEETA INDUSTRIES LIMITED (CIN: L85110KA1984PLC021494)

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Registered Office: Plot No. 34-38, KIADB Industrial Area, Sathyamangalam, Tumkuru-572104Email: [email protected], Website: www.ceeta.com, Phone: 91-816-2212686, Fax: 91-816-2211352

NOTICENOTICE is hereby given that the 36th Annual General Meeting of the Company will be held on Thursday, 5th November, 2020 at 1.00 P.M. through Video Conference/Other Audio Visual Means (OAVM) to transact the following business:-ORDINARY BUSINESS1. To consider and adopt the Audited Financial Statements for the Financial Year ended on 31st March,

2020 and the Reports of the Board of Directors and Auditors thereon.2. To appoint a Director in place of Mrs. Uma Poddar (DIN 07140013), who retires by rotation and being

eligible, offers herself for re-appointment.SPECIAL BUSINESS3. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

SPECIAL RESOLUTION:“RESOLVED THAT consent the company be and is hereby accorded to enter into the business of distillation of the essential oils as mentioned in the clause 33 of the other objects of the Memorandum of Association of the Company.”

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an SPECIAL RESOLUTION:“RESOLVED THAT pursuant to Section 186 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification thereof for the time being in force and as may be enacted from time to time), the consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any Committee or any person(s) authorized by the Board) for making loans or for giving guarantees or providing securities to body corporate or other person/entity and/or investment(s) in securities by way of subscription, purchase or otherwise, of any other body corporate in excess of limits specified under the said section from time to time, as may be considered appropriate for an amount not exceeding Rs.30 crores (Rupees Thirty Crores only), in one or more tranches.” “RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of Directors of the Company be and is hereby authorized to finalize and execute all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental thereto as they may in their absolute discretion deem fit to give effect to this resolution."

By order of the Board

PLACE: Kolkata Sneha BinaniDATE: 15th September, 2020 Company Secretary

NOTES:1. The Securities and Exchange Board of India (SEBI) has mandated the submission of copy of PAN card

to the Company/ Depository Participants as the case may be. Members holding shares in physical form should submit their PAN details to the Company/RTA.

2. The Register of Members and Share Transfer Books of the Company shall remain closed from 30th October, 2020 to 5th November, 2020 (both days inclusive).

3. Members are requested to notify immediately change of address, if any, to the registrar and transfer agent of the company and provide their e-mail ID.

4. Members who have shareholdings in physical form are requested to submit their shares for dematerialization at your registered depository at the earliest.

5. VOTING THROUGH ELECTRONIC MEANS I.) As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general

meetings of the companies shall be conducted as per the guidelines issued by the Ministry of

CEETA INDUSTRIES LIMITED

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Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

II.) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

III.) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

IV.) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

V.) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

VI.) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.ceeta.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

VII.) The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

VIII.) The instructions for shareholders voting electronically are as under:

(i) The remote e-voting period begins on 2nd November, 2020 at 10.00 A.M. and ends on 4th November, 2020 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 29th October, 2020, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is casted by the member, the member shall not be allowed to change it subsequently.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period

(iv) Click on “Shareholders” tab.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

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CEETA INDUSTRIES LIMITED b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company, excluding the special characters.

OR

d. Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account with the depository or in the company records for your folio in dd/mm/yyyy format

Bank Enter the Bank Account Number as recorded in your demat account with the depository or

Account in the company records for your folio.

Number • Please Enter the DOB or Bank Account Number in order to Login.

(DBD) • If both the details are not recorded with the depository or company then please enter the member-id / folio number in the Bank Account Number details field as mentioned in above instruction ( iv ).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant Company Name i.e. “Ceeta Industries Limited” on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

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CEETA INDUSTRIES LIMITED (xviii) If Demat account holder has forgotten the same password then Enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

(xx) Note for Institutional Shareholders & Custodians :

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https://www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details they have to create a compliance user which should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

(xxi) If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

(xxii) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- Send a mail to the Company and Registrars & Share Transfer Agent of the Company, N iche Technolog ies Pvt . Ltd . at ko lkata@ceeta .com and [email protected] respectively along with the scanned copy of the request letter duly signed by sole/first shareholder quoting the Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self- attested scanned copy of PAN Card), AADHAR (self-attested scanned copy Aadhar Card) for registering email address.

2. For Demat shareholders - Please contact your Depository Participant (DP) and register your email address.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for

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CEETA INDUSTRIES LIMITED VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

IX.)Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote through e-mail at [email protected] with a copy marked to [email protected] on or before 4th November, 2020 upto 5 p.m. without which the vote shall not be treated as valid.

X.) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 29th October, 2020. A person who is not a member as on cut off date should treat this notice for information purpose only.

XI.) The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members / beneficial owners as at closing hours of business, on 18th September, 2020.

XII.) The shareholders shall have one vote per equity share held by them as on the cut-off date of 29th October, 2020. The facility of e-voting would be provided once for every folio / client id, irrespective of the number of joint holders.

XIII.) Notice of AGM along with the process, instructions and the manner of conducting e-voting is being sent electronically to all the members whose e-mail IDs are registered with the Company / Depository Participant(s).

XIV.) Investors who became members of the Company subsequent to the dispatch of the Notice / Email and holds the shares as on the cut-off date i.e. 18th September, 2020 are requested to send the written / email communication to the Company at [email protected] by mentioning their Folio No. / DP ID and Client ID to obtain the Login-ID and Password for e-voting.

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XV.) Sri Pravin Kumar Drolia (Prop. Of M/s. DROLIA & COMPANY) of Kolkata, Practicing Company Secretaries (C.P. No. 1362) has been appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM in a fair and transparent manner. The Scrutinizer will submit, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVI.) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.ceeta.com and website of CDSL and same will be communicated to the stock exchanges where the company shares are listed viz. BSE Ltd.

By order of the Board Sneha Binani

PLACE: Kolkata Company SecretaryDATE: 15th September, 2020

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 3

The Chairman mentioned to the board about the necessity of broad basing the company’s activity in the changing scenario. The Board of Directors considered the feasibility of a project of distillation and sale of essential oils and analyzed the aspects of viability and profitability of the project. The company does get opportunity of undertaking sale of essential oils. In order to undertake such activity which is included in the clause-33 of the other objects of the company’s Memorandum of Association, the approval of the shareholders by way of special resolution in a general meeting would be required. The Directors, therefore, recommend this resolution for members’ approval as special resolution. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 3.

Item No. 4

In order to make optimum utilization of surplus funds, the Company may acquire shares of other body corporate, give loans and /or give guarantees or provide security to any other body corporate/entity/person. As such, it is necessary to obtain approval of the shareholders by means of a Special Resolution for the authorizing the Board to exercise aforesaid powers, in excess of 60% of the paid up Share Capital, Free Reserves and Securities Premium of the Company or 100% of Free Reserves and Securities Premium of the Company whichever is more, as prescribed under section 186 of the Companies Act, 2013 from time to time, in one or more tranches, up to maximum limit of Rs.30 Crores (Rupees Thirty Crores only) over and above the limits prescribed under the said section. The Directors, therefore, recommend this resolution for members’ approval as special resolution. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No 4

By order of the Board

PLACE: Kolkata Sneha BinaniDATE: 15th September, 2020 Company Secretary

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CEETA INDUSTRIES LIMITEDDIRECTORS’ REPORT

For the year ended 31st March, 2020

Dear Shareholders,

Your Directors have pleasure in presenting their report on business and operations together with the Audited Accounts of your company for 2019-20

FINANCIAL RESULTS

Particulars Current Year Previous Year

Total Revenue 631.79 1683.61

Profit before Interest & Depreciation 120.41 331.15

Interest 9.17 9.21

Depreciation 48.47 50.93

Profit before taxation 62.77 271.01

Provision for Tax 8.97 55.08

Profit after tax 53.80 215.93

REVIEW OF OPERATIONS:

The company is engaged in the distillation of the essential oils (specifically Lemongrass oil and Cypriol oil) and trading in granite products. As in earlier years, the company continues to undertake different profitable activities such as short term deployment of funds depending on available resources and opportunity.

During the financial year under review, the revenue has reduced significantly mainly due to no new order for cement moulded product (PSC Poles). There is no material change affecting the financial position of the company between the year end to which financials relate and the date of this report save and except the impact of novel coronavirus adversely affecting the economy and market demand in the current year. The corrective measures are being taken up.

PROSPECT:

The company is looking for opportunity in other diversified activities.

DIVIDEND AND RESERVE:

In order to conserve its resources, no dividend is proposed for the Financial Year. During the financial year, the Company did not transfer any amount to Reserve.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mrs. Uma Poddar (DIN 07140013), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment as Director, as per the provisions of the Companies Act, 2013. She does not hold any shares of the Company in her own name.

Mr. Bal Krishna Bhalotia (DIN: 00049850) was appointed as Independent Director of the Company with effect from 14th August, 2019 for a period of 5 years. He does not hold any shares of the Company in his own name.

All the Independent Directors have given declaration that they meet the criteria of Independence as per the prescribed Act and Rules.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information obtained, Directors states:-

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CEETA INDUSTRIES LIMITED(i) that in the preparation of the annual accounts for the year ended 31st March, 2020, the

applicable accounting standards read with requirements set out under Schedule III of the Act have been followed and there are no material departures from the same;

(ii) that the selected accounting policies were applied consistently and the judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2020 and of the profit of the company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts has been on a going concern basis; and

(v) that the internal financial controls has been laid down to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(vi) that the proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of transparency, accountability and reliability in respect of all its transactions. The Company believes that sound corporate governance is necessary to retain stakeholders’ trust and ensures efficient working and proper conduct of the business of the Company with integrity. The guidelines for its development is a continuous process, which often undergoes changes to suit the changing times and needs of the business, society and the nation.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

For the Financial Year under review, the Company held 6 meetings of the Board of Directors on the following dates : - 18th May, 2019, 30th May, 2019, 4th July, 2019, 14th August, 2019, 14th November, 2019 and 14th February, 2020.

CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has constituted sub-committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members.

(a) The composition of the Audit Committee is as under:-

1. Mr. A. De - Chairman

2. Mr. Ashish Singhania - Member

3. Mr. O. P. Kedia - Member

The terms of reference, inter alia, includes, recommendation for appointment, remuneration and terms of appointment of auditors of the company, reviewing and monitoring the auditor’s independence, performance and effectiveness of audit process, examination of the financial statement and the auditors’ report thereon, approval or any subsequent modification of transactions of the company with related parties, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets of the company, wherever it is necessary, evaluation of internal financial controls and risk management systems and monitoring the end use of funds raised through public offers and related matters.

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(b) The composition of the Nomination & Remuneration Committee is as under:-

1. Mr. Ashish Singhania - Chairman

2. Mr. A. De - Member


The terms of reference, inter alia, includes formulating criteria for determining qualification, positive attributes and independence of directors, carrying out evaluation of Independent Directors and the Board, recommending to Board policy relating to remuneration of Directors, Key Managerial Personnel (KMP) and other employees, carrying out other function as is mandated by the Board from time to time and to perform such other functions which is necessary or appropriate for the performance of duties.

The abridged policy framed by Nomination & Remuneration Committee is as follows-

The company considers its human resources as its invaluable asset and harmonizes the aspirations of the same which are consistent with the goals of the company. The level and composition of Directors, KMP and Senior Management will be of the nature required to run the company smoothly and adequate to improve productivity and attract, retain and motivate them. The committee shall determine and recommend their appointment, term of service, qualifications and cessation as per statutory requirement and ethical standards of probity, rectitude, qualification, competence and experience of concerned person subject to Board’s approval.

The relationship of remuneration to performance is clear and meets appropriate performance benchmarks. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance to achieve the Company’s target. Members will elect the Chairman of the Committee.

Non-Executive Directors may be remunerated in the form of sitting fees for attending the Board Meeting as fixed by the Board occasionally. While deciding remuneration of Managing Director and Executive Directors the committee considers pay and comprehensive factors of industry and concerned person so as to remunerate them fairly and reasonably along with some perquisites, allowances and the likes as per the rules of the company, subject to statutory requirements.

A member is not qualified to be present when his remuneration or performance is discussed or evaluated respectively. Matters shall be decided by majority of votes of Members present and voting and such decision shall for all purposes be deemed decision of the Committee. In case of equality of votes, the Chairman of the meeting will have a casting vote.

The remuneration of the other employees is fixed occasionally as per the guiding principle outlined above and considering industry standard and cost of hiring. In addition to basic salary they are also provided other benefits as per scheme of the company and statutory requirements where applicable. The detailed policy can be viewed at Company’s website at www.ceeta.com

(c) The composition of the Stakeholder Relationship Committee is as under:-

1. Mr. A. De - Chairman

2. Mr. Ashish Singhania - Member


The Board has delegated the power of transfer of securities and to look into the matters of redressing of the stakeholders/investors complaints to Ms. Sneha Binani, Compliance

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Officer of the Company in consultation with the Registrar to Issue & Share Transfer Agent of the Company M/s. Niche Technologies Pvt. Ltd. The formalities pertaining to transfer of securities is attended at least once in a fortnight and report on transfer of securities is placed before the committee/board of directors in meetings, as and when applicable.

BOARD EVALUATION

The Board Evaluation was carried out on the basis of various factors as composition of Board and its Committees, its functioning, performance of specific duties and obligations. The directors were evaluated on the parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders, etc. The performance evaluation of the Independent Directors was done by the entire Board of Directors (excluding the director being evaluated). The performance evaluation of the Non-Independent Directors was carried out at separate meeting of Independent Directors. The Board of Directors expressed their satisfaction with the evaluation.

MANAGERIAL REMUNERATION

The factors considered while recommending increase in remuneration are financial performance of the Company, comparison with peer companies, industry benchmarking, contribution made by the employee and regulatory guidelines as applicable to Managerial Personnel. There is no change in the remuneration of Managing Director of the Company in the financial year under review. The percentage increase in the remuneration of Chief Financial Officer is 25% and the percentage increase in remuneration of Company Secretary is 12.12%. No other Director is drawing any remuneration from the Company apart from sitting fees. The increase in the median remuneration of the employees of the Company is 9.32% for the financial year under review. There were 16 employees as on March 31, 2020 at different locations. The ratio of the remuneration of Mr. Krishna Murari Poddar, Managing Director, to the median remuneration of the employees of the company, for the financial year under review is 4.97 times. The average percent increase in the total managerial remuneration is 11.66% and the average percent increase in the salaries of employees other than the managerial personnel is 20.82%. The variables pay is as per policy of the Company. The remuneration paid is as per the remuneration policy of the Company.

SUBSIDIARY COMPANY

M/s. Kingstone Krystals Limited ceased to be subsidiary of the Company with effect from 3rd September, 2019.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established vigil mechanism policy to report genuine concerns and grievances. It has been posted at Company’s website- www.ceeta.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For the period under review, all the transactions entered with related parties were on arm’s length price and in the ordinary course of business and that the provisions of the Section 188 of the Companies Act, 2013 is not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus disclosure in Form AOC-2 is not required. Further all transactions with related parties are given in the notes to Financial Statements.

11


PARTICULARS OF LOANS, ADVANCES & INVESTMENTS

Details of loans & investments are given in the notes to Financial Statements. The Company has been informed that the said loans are proposed to be utilised by each recipient for its general business/corporate purposes.

RISK MANAGEMENT

The purpose of risk management is to identify, evaluate and mitigate the operational, strategic and external environment risk. The Board has overall responsibility of monitoring and mitigating the risks through regular review of its overall operations.

INTERNAL FINANCIAL CONTROL

Adequate internal financial controls are in place to manage the business affairs of the Company. Proper procedures are adopted ensuring the orderly and efficient conduct of business, including safeguarding of its assets, prevention and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon situation of business of Company.

AUDITORS & AUDITORS’ REPORT:

Pursuant to Section 139 of the Companies Act, 2013, M/s. Ruwatia & Associates, Chartered Accountants (ICAI Firm Registration No. 324276E) was appointed as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 34th AGM of the Company.

Report of the Auditors, including reference made therein, to the notes forming part of the Statement of Accounts, are self explanatory and does not require to be elucidated further.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Drolia & Co., a Company Secretary in practice as Secretarial Auditor of the Company. The secretarial audit report is annexed to this report. Report of the Secretarial Auditor including reference made therein is self explanatory and does not require to be elucidated further.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return for the financial year under review in Form No. MGT-9, as required under the Companies Act, 2013 is annexed to this report.

PERSONNEL

Your Directors put on record their appreciation for sincere and dedicated services rendered by the loyal employees of the Company. There was no employees drawing remuneration of or in excess of the amount prescribed under the Companies Act, 2013. The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Report, is readily available for inspection by the members at the Company’s Registered Office between 10.30 A.M. to 1 P.M. on all working days up to the date of ensuing AGM. If any member be interested in obtaining a copy including through email, may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3) of the Companies Act, 2013 read with Rules are given in the ‘Annexure – A’ as forming part of the report.

12


LISTING ON STOCK EXCHANGES & STOCK CODE

The Company’s Shares are traded at BSE Ltd. The stock code is – 514171. The annual listing fee has been paid to the Stock Exchange and there is no outstanding amount payable to the exchange.

REGISTRAR AND TRANSFER AGENTS

The Company continued appointment of M/s. Niche Technologies Pvt. Ltd. of 3A Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata 700 017, Ph No – 033 2280 6616, e-mail- [email protected], as the Registrar and Share Transfer Agents of the Company.

SHARE TRANSFER SYSTEM

The transfer of shares, both in physical and electronic mode, were registered and returned within the requisite period by Registrar and Transfer Agent, after the documents were clear in all respects. SEBI has amended Regulation 40 of the Listing Regulations. Accordingly, with effect from 1st April, 2019, the requests for transfer of listed securities shall not be processed unless the securities are held in dematerialised form with a Depository. Therefore, shareholders are requested to take action to dematerialize the Equity Shares of the Company.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialization of shares and its ISIN NO. is – INE760J01012.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public under Companies Act, 2013 read with rules.

GENERAL

The other disclosures, not commented upon in this report pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation to the esteemed employees, shareholders, various customers, company’s bankers for their continued support, assistance and co-operation to Company.

On behalf of the Board

K. M. Poddar

Managing Director

Place : Kolkata A. De

Dated : 14.08.2020 Director

13


‘ANNEXURE – A’ FORMING PART OF DIRECTORS’ REPORT:PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. Conservation of Energy:

Power and Fuel Consumption Current Year Previous Year(2019-20) (2018-19)

1. Electricity – Purchased Units (Kwh) 20695 33002 Total Amount (Rs.) 148600 292351 Rate/ Unit (Rs.) 7.18 8.86

2. Electricity – Owned GenerationThrough Diesel GeneratorUnits (Kwh) 2378 14426Units/ Ltrs. of Diesel Oil 1.96 1.96Total Amount (Rs.) 82,500 530200Cost/ Unit (Rs.) 34.69 36.75

B. Technology absorptiona) Research & Development (R & D)

b) Technology Absorption, Adaptation and InnovationTechnical Innovations/ modifications are being made on regular basis in the process to achieve cost reduction, product improvement, etc.

C. Foreign Exchange Earnings and Outgo (Rs.in lacs)1. Foreign Exchange Earnings NIL2. Foreign Exchange Outgoi) CIF Value of Imports of Components & Spare Parts NIL

ii) Expenditure in Foreign Currency on Foreign Travel & Others NIL

1.Specific areas in which R & D carried out by the Company and benefits derived as a result thereof.

No research and development work has been carried out by the Company. Therefore, there is no expenditure on account of R & D.

2.Future plan of action. The Company is looking for new prospects, hence it has kept in abeyance its plan on research and development.

14


FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

I) Corporate Identification Number (CIN) : L85110KA1984PLC021494

ii) Registration Date : 31/10/1984

iii) Name of the Company : Ceeta Industries Limited

iv) Category / Sub-Category of the Company : Company Limited by Shares

v) Address of the Registered Office & : Plot No.: 34-38, KIADB Industrial Area, Contact Details Sathyamangalam, Tumakuru-572 104,

Karnataka, Ph No:91-816-2212686, Fax:91-816-2211352

vi) Whether listed company : Yes

vii) Name, Address and Contact details : Niche Technologies Private Limited of Registrar and Transfer Agent 3A Auckland Place,7th Floor,Room No. 7A &

7B, Kolkata 700 017, Ph No – 033 2280 6616

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL Name & Description of main NIC Code of the % to total turnoverNo products/services Product /service of the company

1. Manufacture of other cement

moulded product (PSC Poles) 23959 56.32%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl No Name & Address CIN/GLN Holding/ % Of Shares Applicable

Of The Company Subsidiary/ Held Section

Associate

Nil Nil Nil Nil Nil

Note:-M/s. Kingstone Krystals Ltd. ceased to be subsidiary of the Company with effect from 3rd September, 2019.

15

CEETA INDUSTRIES LIMITEDIV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)(a). Category-wise Share Holding as on 31-03-2020

Category of Shareholders No. of Shares held at the No. of Shares held at the beginning of the year end of the year during

theyear

Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares

A. PROMOTERS

1. INDIAN

a) Individual / HUF 150200 - 150200 1.036 150200 - 150200 1.036 -

b) Centran Government - - - - - - - - -

c) State Government - - - - - - - - -

d) Bodies Corporate 10279200 - 10279200 70.879 10279200 - 10279200 70.879 -

e) Banks / Financial Institutions - - - - - - - - -

f) Any Other - - - - - - - - -

Sub-total (A)(1) 10429400 - 10429400 71.915 10429400 - 10429400 71.915 -

2.Foreign

a) NRIs - Individuals - - - - - - - - -

b) Other - Individuals - - - - - - - - -

c) Bodies Corporate - - - - - - - - -

d) Banks / Financial Institutions - - - - - - - - -

e) Any Other - - - - - - - - -

Sub-total (A)(2) - - - - - - - - -

Total Shareholding of Promoter

(A) = (A)(1)+(A)(2) 10429400 - 10429400 71.915 10429400 - 10429400 71.915 -

B.PUBLIC SHAREHOLDING

1.Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / Financial Institutions - 32700 32700 0.225 - 32700 32700 0.225 -

c) Central Governments - - - - - - - - -

d) State Governments - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) Foreign Institutional Investors (FII) - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (Specify) - - - - - - - - -

Sub-total (B)(1) - 32700 32700 0.225 - 32700 32700 0.225 -

2.Non-Institutions

a) Bodies Corporate

i) Indian 98304 64000 162304 1.119 98304 64000 162304 1.119 0.000

ii) Overseas

b) Individuals

i) Individual shareholders holdingnominal share capital uptoRs 1 lakh 583259 3238300 3821559 26.351 632828 3204400 3837228 26.459 0.108

ii) Individual shareholders holding nominal share capital in excessof Rs 1 l

c) Others Specify

1. NRI 5040 32100 37140 0.256 5140 32100 37240 0.257 0.001

2. Overseas Corporate Bodies

3. Foreign Nationals

4. Clearing Members 19297 0 19297 0.133 3528 0 3528 0.024 -0.109

5. Trusts

6. Foreign Bodies - D.R.

Sub-total (B)(2) 705900 3334400 4040300 27.860 739800 3300500 4040300 27.860 0.000

Total Public Shareholding(B) = (B)(1)+(B)(2) 705900 3367100 4073000 28.085 739800 3333200 4073000 28.085 0.000

C. Shares held by Custodian for GDRs & ADRs

GRAND TOTAL (A+B+C) 11135300 3367100 14502400 100.000 11169200 3333200 14502400 100.000 0.000

% Change

16


(b). Shareholding of Promoters as on 31-03-2020

Shareholding at the Shareholding at the beginning of the year end of the year change in

shareholdingSl Shareholder's Name No. of % of total % of Shares No. of % of total % of Shares duringNo. Shares shares of Pledged/ Shares shares of Pledged/ the year

the company encumbered the company encumberedto total shares to total shares

1 ANUBHAV PODDAR 100 0.001 - 100 0.001 0.000 0.000

2 CORONATION REFRIGERATION

INDUSTRIES LTD. 2250000 15.515 - 2250000 15.515 0.000 0.000

3 KRISHNA MURARI PODDAR 150000 1.034 - 150000 1.034 0.000 0.000

4 LIKHAMI TRADING AND MFG.

CO. LTD. 2888000 19.914 - 2888000 19.914 0.000 0.000

5 NOUVEAU METAL

INDUSTRIES LTD. 1177500 8.119 - 1177500 8.119 0.000 0.000

6 RASHMI PROPERTIES AND

INVESTMENTS LTD. 2889000 19.921 - 2889000 19.921 0.000 0.000

7 TETRON CAPITAL LIMITED 420700 2.901 - 420700 2.901 0.000 0.000

8 VAIBHAV HEAVY VEHICLES LTD 654000 4.510 - 654000 4.510 0.000 0.000

9 VRINDA PODDAR 100 0.001 - 100 0.001 0.000 0.000

T O T A L 10429400 71.915 - 10429400 71.915 0.000 0.000

% of

c) Change in Promoter's Shareholding

Shareholding at the Cumulative Shareholding beginning of the year during the end of the year

Sl No. of % of total No. of % of total No. Shares shares of Shares shares of

the company the company1 ANUBHAV PODDAR

a) At the Begining of the Year 100 0.001

b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 100 0.001

2 CORONATION REFRIGERATION INDUSTRIES LTD

a) At the Begining of the Year 2250000 15.515b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 2250000 15.515

3 KRISHNA MURARI PODDARa) At the Begining of the Year 150000 1.034


4 LIKHAMI TRADING AND MFG. CO. LTD.

a) At the Begining of the Year 2888000 19.914b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 2888000 19.914

5 NOUVEAU METAL INDUSTRIES LTD.a) At the Begining of the Year 1177500 8.119


6 RASHMI PROPERTIES AND INVESTMENTS LTD.a) At the Begining of the Year 2889000 19.921


7 TETRON CAPITAL LIMITED



8 VAIBHAV HEAVY VEHICLES LTD



9 VRINDA PODDAR



T O T A L 10429400 71.915 10429400 71.915

17


d) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holder of GDRs and ADRs) :


Sl For Each of the Top 10 Shareholders No. of % of total No. of % of total No. Shares shares of Shares shares of

the company the company

1 K N RAJAGOPALANa) At the Begining of the Year 9100 0.063b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 9100 0.063

2 KARUNA DEVKINANDAN TIBREWALAa) At the Begining of the Year 5854 0.040b) Changes during the yearDate Reason05/04/2019 Transfer 615 0.004 6469 0.04507/06/2019 Transfer 544 0.004 7013 0.04814/06/2019 Transfer 2672 0.018 9685 0.06721/06/2019 Transfer 315 0.002 10000 0.06928/06/2019 Transfer 500 0.003 10500 0.07220/09/2019 Transfer -195 0.001 10305 0.071c) At the End of the Year 10305 0.071

3 KARVY STOCK BROKING LIMITED-CLIENT ACCOUNT

a) At the Begining of the Year 14882 0.103b) Changes during the yearDate Reason31/05/2019 Transfer -121 0.001 14761 0.10207/06/2019 Transfer -4701 0.032 10060 0.06914/06/2019 Transfer -8427 0.058 1633 0.01108/11/2019 Transfer -1200 0.008 433 0.00313/12/2019 Transfer -433 0.003 0 0.000c) At the End of the Year 0 0.000

4 MAHESH M JOBANPUTRAa) At the Begining of the Year 0 0.000b) Changes during the yearDate Reason05/07/2019 Transfer 1997 0.014 1997 0.01412/07/2019 Transfer 2960 0.020 4957 0.03419/07/2019 Transfer 900 0.006 5857 0.04026/07/2019 Transfer 2063 0.014 7920 0.055

02/08/2019 Transfer 201 0.001 8121 0.05616/08/2019 Transfer 300 0.002 8421 0.05806/09/2019 Transfer 300 0.002 8721 0.06013/09/2019 Transfer 496 0.003 9217 0.06420/09/2019 Transfer 1860 0.013 11077 0.07627/09/2019 Transfer -100 0.001 10977 0.07630/09/2019 Transfer 5001 0.034 15978 0.11011/10/2019 Transfer 1851 0.013 17829 0.12308/11/2019 Transfer 56 0.000 17885 0.12315/11/2019 Transfer 135 0.001 18020 0.12429/11/2019 Transfer 306 0.002 18326 0.12606/12/2019 Transfer 301 0.002 18627 0.12813/12/2019 Transfer 100 0.001 18727 0.12931/12/2019 Transfer 1478 0.010 20205 0.13924/01/2020 Transfer 701 0.005 20906 0.14431/01/2020 Transfer 1 0.000 20907 0.14407/02/2020 Transfer 684 0.005 21591 0.14921/02/2020 Transfer 584 0.004 22175 0.15306/03/2020 Transfer 586 0.004 22761 0.157c) At the End of the Year 22761 0.157

5 PADMA DEVI MODIa) At the Begining of the Year 9400 0.065b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 9400 0.065

6 PRAMOD KUMAR AGARWALa) At the Begining of the Year 10700 0.074b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 10700 0.074

7 RANJIT BAIDa) At the Begining of the Year 17500 0.121b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 17500 0.121

8 RASHMI AGRAWALa) At the Begining of the Year 12800 0.088b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 12800 0.088

9 T R SUBRAMANIANa) At the Begining of the Year 15400 0.106b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 15400 0.106

10 UMANG NEMANIa) At the Begining of the Year 16400 0.113b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 16400 0.113

11 UP AND UP TRADERS PVT. LTD.a) At the Begining of the Year 86509 0.597b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 86509 0.597

12 VYSMONEY-THE VYSYA BANK LTD.a) At the Begining of the Year 20800 0.143b) Changes during the year [NO CHANGES DURING THE YEAR]c) At the End of the Year 20800 0.143

T O T A L 219345 1.512 231675 1.597

18


19


V. INDEBTEDNESSIndebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginningof the financial yeari) Principal Amount Nil 75,00,000 Nil 75,00,000

ii) Interest due but not paid Nil 1,99,726 NIL 1,99,726

iii) Interest accrued but not due Nil Nil Nil Nil

Total(i+ii+iii) Nil 76,99,726 Nil 76,99,726

Change in Indebtedness during the financial year

• Addition Nil 14,03,288 Nil 14,03,288

• Reduction Nil 9,00,247 Nil 9,00,247

Net Change Nil 5,03,041 Nil 5,03,041

Indebtedness at theend of the financial year

I) Principal Amount Nil 80,00,000 Nil

ii) Interest due but not paid Nil 2,02,767 Nil 2,02,767

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil 82,02,767 Nil 82,02,767

(e) Shareholding of Directors and Key Managerial Personnel: GDRs and ADRs) :


For Each of the Directors & KMP No. of % of total No. of % of total Shares shares of Shares shares of

the company the company

Sri Gautam Modi

At the beginning of the year 2800 0.019

Changes during the year No change during the year

At the end of the year 2800 0.019

Sri Anubhav Poddar

At the beginning of the year 100 0.001 100 0.001



Sri Bal Krishna Bhalotia

At the beginning of the year 100 0.001 100 0.001



Note –No other Director or Key Managerial Personnel is holding any share of the Company in his/her own name.

80,00,00

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of Directors TotalAmount

1. Independent Directors A. O. P. A. B. K. De Kedia Singhania Bhalotia

•Fee for attending board committee meetings-Commission 0.25 0.20 0.20 0.05 0.70-Others, please specifyTotal(1) 0.25 0.20 0.20 0.05 0.70

2. Other Non-Executive Directors Uma GautamPoddar Modi

•Fee for attending board

committee meetings

•Commission 0.25 0.15 0.40

•Others, please specify

Total(2) 0.25 0.15 0.40

Total(B)=(1+2) 1.10

Ceiling as per Act (including Schedule) As per Sec 197 of the Act including Schedule

20


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIA PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Fig. in lacs)

Sl. No. Particulars of Remuneration Krishna Murari Poddar TotalManaging Director Amount

1. Grosssalary

(a) Salaryasper provisions contained

u/s17(1)of the Income-tax Act,1961 8.40 8.40

(b) Valueof perquisites u/s17(2) of

Income-taxAct,1961 1.26 1.26

(c) Profitsinlieuof salaryu/s17(3) of

Income-taxAct,1961 NIL NIL

2. Stock Option Nil Nil

3. Sweat Equity Nil Nil

4. Commission

- as % of profit NIL NIL

- others, specify… Nil Nil

5. Others, please specify Nil Nil

Total (A) 9.66 9.66

Ceiling as per Act (including Schedule) As per Sec 197 of the Act including Schedule

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty / Authority Appeal

Companies Description Punishment/ [RD/ NCLT/ made, if

Act Compounding COURT] any (give fees imposed details)

A. COMPANY

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

B. DIRECTORS


C. OTHER OFFICERS IN DEFAULT


21


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD (Fig. in lacs)

Sl. Particulars of Remuneration Chief Financial Officer Company Secretary Total

No Key Managerial Personnel

1. Grosssalary

(a)Salary as per provisions contained

u/s17(1)of the income-tax Act,1961 9.00 4.44 13.44

(b)Value of perquisites u/s 17(2) of

Income-tax Act,1961 0.54 Nil 0.54

(c)Profits in lieu of salary u/s17(3) of

Income-tax Act,1961 Nil Nil Nil

2. StockOption Nil Nil Nil

3. SweatEquity Nil Nil Nil

4. Commission

- as % of profit Nil Nil Nil

-others, specify Nil Nil Nil

5. Others, please specify Nil Nil Nil

Total 9.54 4.44 13.98

22


MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

FORWARD-LOOKING STATEMENTS This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. INDUSTRY Industry in general is passing through a challenging phase due to multiplicity of reasons beyond its control more specifically novel coronavirus and trying to cope up with challenges under the grave economic condition. However, this phase is likely get over in a year and Company will again gain its momentum in the time to come. Further, Company is taking the futuristic view of the business and is under constant endeavour to improve the current condition in order to perform better. BUSINESS OVERVIEW The turnover during the year 2019-20 isRs. 631.79 Lakhs. The business of the Company is adversely impacted. However management is trying their best to take corrective measures. The Company is planning for a good marketing strategy to increase the bottom line as well as turnover. SWOT ANALYSISOur strength is our determination, weakness is sluggish demand, opportunities are multiples which management is working upon continuously and threats are economy slowdown and severe competition. SEGMENT WISE REPORTING The segment wise reporting of every quarter for financial year under review is available at the website of the Company www.ceeta.com under the tab Quarterly Results. INTERNAL FINANCIAL CONTROLAdequate internal financial controls are in place to manage the business affairs of the Company. Proper procedures are adopted ensuring the orderly and efficient conduct of business, including safeguarding of its assets, prevention and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial information and the same is reviewed at regular intervals depending upon situation of business of Company.RISKS AND CONCERNS In any business, risks and prospects are inseparable. As a responsible management, the Company’s principal endeavour is to maximize returns. The Company continues to take all steps necessary to maximize revenue and profits through detailed studies and interaction with experts. CAUTIONARY STATEMENT Statements detailing the Company’s objectives, projections, estimates, expectations or predictions are “forward-looking statements” within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include demand-supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments and other internal factors.

23


FORM NO MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

The MembersCeeta Industries LimitedPlot No - 34 - 38, Sathyamangalam, KIADB Industrial Area,Tumkur - 572 104, Karnataka

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Ceeta Industries Limited (hereinafter called the Company having CIN: L85110KA1984PLC021494). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the books, papers, minute books, forms , returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2020complied with the statutory provisions listed hereunder and also the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2020 according to the provisions of:i) The Companies Act, 2013 (the Act) and the rules made thereunder;ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;iii) SEBI (Depositories and Participants) Regulations 2018iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings- (Not applicable to the Company during the Audit Period).

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)- as may applicable to the Company during the period under audit:-a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 as amended till date;b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018.- (Not applicable to the Company during the Audit Period).

d) The Securities and exchange Board of India (Share based employee benefit) Regulations 2014(Not applicable to the Company during the Audit Period)

24


e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - (Not applicable to the Company during the Audit Period).

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009as amended till date - (Not applicable to the Company during the Audit Period).

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - (Not applicable to the Company during the Audit Period).

vi) Other Acts and Regulations as may be applicable to the Company as per Annexure A I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards (SS1 & SS2) issued by The Institute of Company Secretaries of India in relation to holding of Member’s meeting and Board meeting,

ii) The Listing Regulation entered into by the Company with stock exchange (BSE Ltd) as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all Directors to schedule the Board Meetings, agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.I further report that there are adequate systems and process in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.I further report that during the audit period that there was no other specific events/actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, regulations, guidelines, standards etc. referred to above.

(PRAVIN KUMAR DROLIA)Place: Kolkata Practicing Company Secretary

Date: 07/08/2020 FCS No : 2366

C.P.No : 1362

UDIN: F002366B000540244

Note:

This report is to be read with our letter of even date which is annexed as Annexure B and forms an integral part of this report.

25


(i) Employees Provident Fund and Miscellaneous Provisions Act, 1952

(ii) Employees State Insurance Act, 1948

(iii) Environment Protection Act, 1986 and other Environmental Laws

(iv) Equal Remuneration Act, 1976

(v) Factories Act, 1948

(vi) Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rule, 2003

(vii) Indian Contract Act, 1872

(viii) Income Tax Act, 1961

(ix) Indian Stamp Act, 1999

(x) Industrial Dispute Act, 1947

(xi) Maternity Benefits Act, 1961

(xii) Minimum Wages Act, 1948

(xiii) Negotiable Instruments Act, 1881

(xiv) Payment of Bonus Act, 1965

(xv) Payment of Gratuity Act, 1972

(xvi) Shop & Establishment Act

(xvii) Profession Tax Act

(xviii) Goods and Service Tax

Place: Kolkata

Date: 07/08/2020 (PRAVIN KUMAR DROLIA)

Practicing Company Secretary

FCS No : 2366

C.P.No : 1362

UDIN: F002366B000540244

‘Annexure A’

26


‘Annexure B’

To,The MembersCeeta Industries LimitedPlot No - 34 - 38, Sathyamangalam, KIADB Industrial Area,Tumakur - 572 104, Karnataka

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, we followed provide a reasonable basis of my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules, and regulations and happenings of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

7. I have not carried out the physical verification of any records due to prevailing condition of COVID 2019 in the Country. I have relied on the records as made available by the Company through digital mode as well as I have also relied on the management representation made by the Company.

Place: Kolkata

Date: 07/08/2020 (PRAVIN KUMAR DROLIA)

Practicing Company Secretary

FCS No : 2366

C.P.No : 1362

UDIN: F002366B000540244

27


INDEPENDENT AUDITOR'S REPORT

To The Members Of Ceeta Industries Ltd.

Report on the Financial Statements

We have audited the accompanying (Standalone) financial statements of Ceeta Industries Ltd. (“the company”) which comprise the Balance Sheet as at 31st March,2020 , the statement of Profit and Loss, Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

Auditor ResponsePrincipal Audit ProceduresObtained details of completed tax assessments and demands till

the year ended March 31, 2020 from management. We involved

our internal experts to challenge the management’s underlying

assumptions in estimating the tax provision and the possible

outcome of the disputes. Our internal experts also considered

legal precedence and other rulings in evaluating management’s

position on these uncertain tax positions. Additionally, we

considered the effect of new information in respect of uncertain

tax positions as at April 1, 2019 to evaluate whether any change

was required to management’s position on these uncertainties.

Evaluation of uncertain tax positions

T h e C o m p a ny h a s material uncertain tax positions which involve significant judgment to determine the possible outcome.

Key Audit Matter

28


Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report, Business Responsibility Report but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the (Standalone) Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these (Standalone) Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these (standalone) financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are

CEETA INDUSTRIES LIMITEDappropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the (Standalone) financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid (Standalone) financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its Profit and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the aforesaid (Standalone) financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

29


i. The Company has pending litigations with tax authorities; however that will not impact its financial position significantly.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For and on behalf of

Ruwatia & Associates.

Chartered Accountants

Firm Regn.No.324276E

Mukesh Kumar Ruwatia

Proprietor

Membership number: 060231

Place: Kolkata

Date:14th day of August, 2020

UDIN:20060231AAAABV6186

30

31


“Annexure A” to the Independent Auditors’ Report The Annexure referred to in our report to the members of Ceeta Industries Ltd. (“the Company”) for the year ended 31st March,2020. We Further report that:-

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

2) (a) The Company has inventory during the period under audit.

(b) Physical verification of inventory has been conducted at reasonable intervals by the management.

(c) No material discrepancies were noticed in the maintenance of books relating to inventory and the stock taking results.

3) The Company has granted loanto body corporate covered in the Register maintained under section 189 of the Act.

a) The rate of interest and other terms & conditions to which loan have been granted are prima-facie not prejudicial to the interest of the company;

b) The principal amount of loan is repayable on demand

c) There has been no over-due amount of more than 90 days outstanding.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2020 for a period of more than six months from the date on when they become payable.

(b) The company has disputed the demands raised by the Sales Tax Department and the details of the same are given below:

32


Year of Dispute Forum Amount (Rs.)

1988-89 Orissa Sales Tax Tribunal, Cuttack 20,49,049/-

1998-99 Rajasthan Tax Board, Ajmer 7,93,521/-

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) The Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13) In our opinion, the company has entered into transactions with the related parties under section 177 and 188 of Companies Act, 2013 and the same have been disclosed by way of notes annexed to the financial statement.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.Accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For and on behalf of Ruwatia & Associates. Chartered Accountants Firm Regn.No.324276E

Mukesh Kumar RuwatiaProprietor Membership number: 060231 Place: KolkataDate: 14th day of August, 2020UDIN:20060231AAAABV6186

33


“Annexure B” to the Independent Auditor’s Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Ceeta Industries Ltd. (“The Company”) as of March 31, 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

34

CEETA INDUSTRIES LIMITEDaccepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”.

For and on behalf of Ruwatia & Associates. Chartered Accountants Firm Regn.No.324276E

Mukesh Kumar RuwatiaProprietor Membership number: 060231 Place: KolkataDate: 14th day of August, 2020UDIN:20060231AAAABV6186

35


Particulars Note No. 2019-20 2018-19

Amount (Rs.) Amount (Rs.)

I. ASSETS

1 Non-current assets

(a) Property, Plant and equipment 2 9,759,294 16,588,937

(b) Financial Assets

(i) Investments 3 134,025 674,038

(ii) Loans 4 167,589,286 134,971,809

(iii) Other Financial Assets 5 2,573,463 2,769,622

(c) Other Non-Current assets 6 1,366,327 2,134,771

Sub Total- Non- current Assets 181,422,395 157,139,177

2 Current assets

(a) Inventories 7 3,155,946 16,564,955

(b) Financial Assets

(i) Investments 8 29,159,009 35,884,034

(ii) Trade Receivables 9 428,098 2,640,518

(iii) Cash and cash equivalents 10 2,803,202 9,336,755

(iv) Other Bank Balances 10 349,871 326,953

(v) Loans 4 45,083,219 33,401,541

(vi) Other Financial Assets 5 - -

(c) Other Current Assets 11 4,898,558 4,964,310

(d) Current Tax Assets (Net) 18 1,521,745 1,652,316

Sub Total- current Assets 87,399,648 104,771,382

TOTAL 268,822,043 261,910,559

II. EQUITY AND LIABILITIES

1 Equity

(a) Equity Share Capital 12 14,502,400 14,502,400

(b) Other equity 13 237,324,820 231,944,392

251,827,220 246,446,792

2 Non-Current liabilities

(a) Financial Liabilites

(i) Borrowings 14 7,701,945 7,699,726

7,701,945 7,699,726

3 Current liabilities

(a) Financial Liabilites

(i) Borrowings 14 500,822 -

(ii) Trade payables 1,026,771 -

(iii) Other Financial Liabilities 15 5,017,000 5,000,000

(b) Other Current Liabilites 16 1,613,112 1,321,945

(c) Provisions 17 1,135,173 1,442,096

(d) Current Tax Liabilities (net) 18 - -

9,292,878 7,764,041

TOTAL 268,822,043 261,910,559

Notes to standalone Financial Statements 1-33 The notes referred to above form an integral part of the Balance Sheet. This is the Balance sheet referred to in our Report of even date.For Ruwatia & Associates On behalf of the Board

Chartered AccountantsFirm Registration No.- 324276E

Anubhav Poddar K.M. Poddar Chief Financial Officer Managing Director

Mukesh Kumar RuwatiaProprietorMembership No. 060231 Sneha Binani A. De Place : Kolkata Company Secretary Director Dated: 14-08-2020

Balance Sheet as at 31st March 2020

36


Particulars Note No. 2019-20 2018-19

I. Revenue from operations 19 39,288,743 146,654,794

II. Other income 20 23,890,105 21,706,461

III. Total Revenue (I + II) 63,178,848 168,361,255

IV. Expenses:

Cost of materials consumed 21 11,786,524 94,746,146

Purchase of Stock-in Trade 22 4,061,849 3,154,908

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 23 12,358,932 (3,502,331)

Employee benefits expense 24 6,325,340 7,147,842

Finance costs 25 916,648 921,543

Depreciation and amortization expense 4,846,769 5,092,583

Other expenses 26 16,605,651 33,699,613

Total expenses 56,901,713 141,260,304

V. Profit/ (Loss) before exceptional items and tax (III-IV) 6,277,135 27,100,951

VI. Exceptional items - -

VII. Profit / (Loss) before tax (V- VI) 6,277,135 27,100,951

VIII. Tax Expenses:

(1) Current Tax (Net of Minimum Alternate Tax) 857,887 5,501,319

(2) Deferred Tax - -

(3) Income Tax for earlier year 38,820 6,368

IX. Profit/ (Loss) for the Period (VII-VIII) 5,380,428 21,593,264

X. Other Comprehensive Income (Net of Tax)

a) Items that will not be reclassified to Profit and Loss (155,946) 129,945

b) Items that will be reclassified to Profit and Loss

XI. Total Comprehensive income for the period 5,224,482 21,723,209

XII. Earnings per equity share: 27

(1) Basic 0.37 1.49

(2) Diluted 0.37 1.49

Notes to Balance Sheet and Statement of Profit and Loss 1-33

The notes referred to above form an integral part of the statement of Profit & Loss.

This is the Profit and Loss Statement as per our Report of even date

For Ruwatia & Associates On behalf of the BoardChartered AccountantsFirm Registration No.- 324276E


Mukesh Kumar RuwatiaProprietorMembership No. 060231 Sneha Binani A. De Place : Kolkata Company Secretary Director Dated : 14-08-2020

Statement of Profit and Loss for the year ended 31st March 2020

Amount (Rs.) Amount (Rs.)

37


Particulars 2019-20 2018-19 Amount (Rs.) Amount (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES: Rs. Rs. Net profit before interest, tax and extraordinary items 7,181,113 28,001,030 Adjustment for:Income from Investment (3,605,852) (1,606,661)Loss / (Profit) on Sale of Fixed Assets 137,078 - Depreciation 4,846,769 5,092,583 Dividend Received (1,035,105) (549,510)Interest received (18,849,282) (16,135,596)Operating profit before working capital charges (11,325,279) 14,801,846 Adjustments for Increase/ decrease in :

Trade Receivables 2,212,420 (2,640,518)Inventories 13,409,009 (2,650,726)

Trade Payables 1,026,771 (3,157,091) Other Non-Current and Current Financial Assets 196,159 17,073 Non-Current and Current Loans (44,299,155) (34,653,881)

Other Non-Current and Current Assets 834,196 156,306 Other Non-Current and Current Financial Liabilites 17,000 -

Other Current Liabilites and Provisions (15,756) (341,541)Cash Generated from Operation (37,944,635) (28,468,532)Less: Direct Tax Paid (Net of refund, if any) 766,136 5,631,332 Cash Flow before extraordinary items (38,710,771) (34,099,864)Extraordinary items - - Net cash flow from operating activites(A) (38,710,771) (34,099,864)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets including Capital W.I.P. (181,873) (403,482)Net Sale /(Purchase) of non-current and current Investments 7,265,038 (15,269,379)Investment in Fixed deposits (22,918) (18,867)Sale of fixed assets 2,027,669 - Dividend Received 1,035,105 549,510 Profit / (Loss) on sale of investment 3,605,852 1,606,661 Interest Received 18,849,282 16,135,596 Net cash used in investing activities (B) 32,578,155 2,600,039

C. CASH FLOW FROM FINANCING ACTIVITIESInterest Paid (903,978) (900,079)Proceeds from non-current and current borrowings 503,041 2,367 Net Cash Flow from Financing Activities(C) (400,937) (897,712)

Net Increase in cash and Cash equivalent(A+B+C) (6,533,553) (32,397,537)Cash and Cash equivalent as at beginning of the year 9,336,755 41,734,292 Cash and Cash equivalent as at end of the year 2,803,202 9,336,755

Note: - Figures in brackets represent cash outflows




Cash Flow Statement for the year ended 31st March, 2020

38

CEETA INDUSTRIES LIMITEDNOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2020

NOTE 1 SIGNIFICANT ACCOUNTING POLICIESa. Corporate information

During the year under review i.e. 2019-20, the Company was engaged in manufacturing Pre-stressed Concrete Poles at its factory site in the state on Jharkhand apart from the trading and investment activities. While the Company has been seriously persuing manufacturing of diversified products in its Tumkur factory, its granite manufacturing activity has been phased out.The Company is a domestic public limited company incorporated under the provisions of the Indian Companies Act, 1956, as extended to Companies Act, 2013 and it has registered office at Plot No.- 34-38, KIADB Industrial Area, Sathyamangala, Tumkur- 572104. The equity shares of the company are listed at BSE Ltd.

b. Basis of preparation These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention instruments which are measured at fair values, the provisions of the Companies Act, 2013. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, Companies (Indian Accounting Standards) Amendment Rules, 2016 and Companies (Indian Accounting Standards) Amendment Rules, 2017. The Company has adopted all the Ind AS standards as applicable. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

c. Change in accounting policyPresentation and disclosure of financial statements:The company has followed Schedule III as notified under the Companies Act 2013 for the preparation and presentation of its financial statements. Further, the company has followed the Schedule II of the Companies Act, 2013 for charging depreciation of the current financial year and reclassified the previous year figures in accordance with the requirements applicable in the current year.

d. Use of estimatesThe preparation of financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

e. Property, Plant and EquipmentUnder the previous Indian GAAP, property, plant and equipment were carried in the balance sheet on the basis of historical cost. On transition to IND AS, the company has adopted optional exception under IND AS 101 and has regarded historical cost as carrying value in IND AS complaint financials.Property, plant and Equipment are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes expenditure that is directly attributable

39

to the acquition of the items. Assets are depreciated to the residual value as on 01/06/2003 and subsequent capital expenditure i.e.; addition to fixed assets, on a straight line basis over the useful life prescribed in Schedule II to the Companies Act, 2013.The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statement of Profit and Loss on the date of disposal or retirement.

f. Intangible AssetsIdentifiable intangible assets are recognized when – a) the company controls the asset, b) it is probable that future economic benefits attributed to the asset will flow to the Company and c) the cost of the asset can be reliably measures.Computer software are capitalized at the amounts paid to acquire the respective license for use and are amortized over the useful life prescribed in Schedule II to the Companies Act, 2013 on straight line basis.

g. InvestmentsInvestments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued.Current investments and Long-term investments are carried in the financial statements at cost. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited under the head “capital gain” to the statement of profit and loss.

h. InventoriesRaw materials, components, Work-in Progress, Stores and Spares, Finished Goods and Stock–in- trade are stated at lower of cost and net realizable value. Cost comprises all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Cost formulae used are ‘FIFO Method’ or ‘Weighted Average Cost Method’ as applicable.

i. Revenue recognition and other IncomeRevenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized: Sale of goods:Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The company collects Goods and Service Tax (GST) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross).Interest:Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the statement of profit and loss.


40

Investments:Revenue from sale of equity/ bonds / mutual funds are recognized when all the significant risks and rewards of ownership of the instruments have been passed to the buyer, usually on delivery of the instruments. Income from Investments are included under the head “other income” in the statement of profit and loss.

j. Foreign currency transactionFunctional and presentation currencyThe financial statements are presented in Indian rupee (INR), which is Company’s functional and presentation currency.Transactions and balances(i) Sale: Direct exports are undertaken in terms of the currency of the country of export

and accounted for at the rate prevailing on the date of shipment. The difference in exchange on the date of realization of debts is taken in revenue. Third party exports are undertaken at rupee value.

(ii) Expenses: The actual expenses in terms of rupees on the date of transaction/ remittance for purchase (import) of goods and expenses are taken into account.

(iii) Capital Goods: No capital goods were acquired out of foreign exchange involvement since 01-06-2003.

(iv) Borrowings: No foreign currency borrowings were made during the current financial year and no outstanding foreign currency borrowings were at the beginning of the year.

k. Retirement and other employee benefitsShort-term obligationsLiabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.Post-employment obligationsThe Company operates the following post-employment schemes:(a) defined benefit plans such as gratuity; and (b) defined contribution plans such as provident fund.Gratuity obligations The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The retirement benefits of the employees in the form of gratuity is provided on accrual basis taking into account the actuarial valuation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.Defined Contribution PlansRetirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement of profit and loss for the year when the contributions are due. The company has no obligation, other than the contribution payable to the provident fund.

l Income taxThe income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax


41


assets and liabilities attributable to temporary differences and to unused tax losses.Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are excepted to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled. Deferred tax assets are recognized for all deductible temporary differences and unused tax losses, only if, it is probable that future taxable amounts will be available to utilize those temporary differences and losses.As the company is having deferred tax asset by concept of prudence, no provisions has been made in the books.Current tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively Minimum Alternate Tax credit is recognized as deferred tax asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period.

m. Segment reportingThe accounting policies adopted for segment reporting are in line with the accounting policies of the company. Segment revenues and expenses are directly attributed to the related segment. Revenue and expenses like dividend, interest, rent, profit/ loss on sale of assets and investments etc., which relate to the enterprise as a whole and are not allocable to segment on a reasonable basis, have not been included therein.The Company has three segments viz. granite division engaged in manufacturing granite products, cement moulded product division engaged in manufacture of PSC pole and other operations which comprise trading transactions including brokerage, commission, transportation, interest income on short term lending and miscellaneous services. Segment result includes revenue less operating expenses and provision, if any, for that segment. Segment capital employed represents the net assets in particular segments. Head office income and expenses are considered as unallocable corporate expenditure net of unallocable income.

n. Earnings Per ShareThe company reports basic and diluted earnings per equity share in accordance with AS-20 (Earnings Per Share). Basic earnings per equity share has been computed by dividing net profit or loss by the weighted average number of equity shares outstanding for the period. Diluted earnings per equity share, has been computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the period.

o. Inter Corporate LoansThe Company follows the KYC norms before providing inter-corporate loans of its surplus fund. The Company also covers reasonable securities against loan before / at the time of providing loans. Loans are segregated into secured and unsecured depending upon the securities taken against the loan.

p. Cash and cash equivalentsCash and cash equivalents includes cash on hand and at bank, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and are held for the purpose of meeting short-term cash commitments.

For the purpose of the Statement of Cash Flows, cash and cash equivalents consists of cash and short term deposits, as defined above, net of outstanding bank overdraft as they being considered as integral part of the Company’s cash management

q. Current versus non-currentThe Company presents assets and liabilities in statement of financial position based on current / non-current classificationThe Company has presented non-current assets and current assets before equity, non-current liabilities and current liabilities in accordance with Schedule III, Division II of the Companies act, 2013 notified by MCA As asset is classified as current when it is -a) Expected to be realized or intended to be sold or consumed in normal operating cycle, b)

Held primarily for the purpose of trading, c) Expected to be realized within twelve months after the reporting period, or d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classifies as Non- current. A liability is classified as current when a) Expected to be settled in normal operating cycle, b) Held primarily for the purpose of

trading, c) Due to be settled within twelve months after the reporting period, or d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as as non-current.The operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents.Deferred tax assets and liabilities are classified as current assets and liabilities.

r. ProvisionsProvisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

s. Contingent liabilitiesA contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.

t. Investment in SubsidiariesA subsidiary is an entity controlled by the Company. Control exists when the Company has power over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity’s returnThe company has no any subsidiary company for the financial year ended on 31st March, 2020.


42


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45


Note 4Loans

Particulars 2019-20 2018-19Amount (Rs.) Amount (Rs.)

Non- Currenta. Loans to related parties Unsecured, considered good- - -

- -b. Loans to other partiesUnsecured, considered good- 167,589,286 134,971,809

167,589,286 134,971,809 Total 167,589,286 134,971,809

Currenta. Loans to related parties Secured / Unsecured, considered good- - -

- - b. Loans to other parties Unsecured, considered good- 45,083,219 33,401,541

45,083,219 33,401,541 Total 45,083,219 33,401,541

Note 5Other Financial Assets


Non-CurrentSecurity Deposits 2,573,463 2,769,622 Others - -

Total 2,573,463 2,769,622 CurrentInterst accrued but not due - -

Total - - Note 6Other Non-Current Assets


Gratuity Fund- TATA AIG 1,100,370 1,407,293 Adnavce to Govt. Authority 265,957 727,478 Other Advance - -

Total 1,366,327 2,134,771 Note 7Inventories


a. Raw Materials and components (Valued at Cost) 2,895,340 3,945,417 b. Finished goods (Valued at Cost) 260,606 12,619,538 c. Stock-in-trade (Valued at Cost) - - d. Other Stores and Spares (Valued at Cost) - -

Total 3,155,946 16,564,955

46


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Note 9Trade Receivables


a) Exceeding 6 months from payment due date Secured, considered good - - Unsecured, considered good - -

- -b) Not Exceeding 6 months from payment due dateUnsecured, considered good 428,098 2,640,518

428,098 2,640,518 c) Debts due by related parties Secured, considered good - - Unsecured, considered good - -

- - Total 428,098 2,640,518

Note 10Cash and cash equivalents


Cash and Cash equivalents Balance With Bank -On Currnet Account 2,581,011 9,066,899 Cash- in -hand 222,191 269,856

Total 2,803,202 9,336,755 Other Bank Balances

Margin Money - - Fixed deposit with Bank 349,871 326,953 Security against Recovery - -

Total 349,871 326,953

Note- Fixed deposit of Rs.1,70,700/- lodged with Custom department aginst export sales as bank guarantee

Note 11Other Current Assets


Sundry debtors 121,471 122,410 Advance agaist Purchase 4,603 7,800 Prepaid Expenses 215,270 304,721 Adnavce to Govt. Authority 1,603,716 905,461 Advance Against Expenses 2,953,498 3,623,918 Other Receivables - -

Total 4,898,558 4,964,310

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48


Note 12Share capital


a) Authorised150000 - 15% Non Cumulative Redeemable 15,000,000 15,000,000

Shares of Rs. 100/- each75000000 Equity Shares of Re.1/- each 75,000,000 75,000,000

90,000,000 90,000,000 b) Issued14502400 Equity Shares of Re. 1/- each 14,502,400 14,502,400

c) Subscribed & Paid up14502400 Equity Shares of Re. 1/- each 14,502,400 14,502,400

Total 14,502,400 14,502,400

d) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

Particulars 2019-20 2018-19 Number Number

Shares outstanding at the beginning of the year 14,502,400 14,502,400 Shares Issued during the year - - Shares bought back during the year - - Shares outstanding at the end of the year 14,502,400 14,502,400

e) Terms/rights attached to equity shares:The company has only one class of equity shares having a par value of Re.1/- per share. Each holder of equity shares is entitled to one vote per share. No dividend proposed by the Board of Diretors for the year ended 31st March, 2020. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

f) Shares in the company held by each shareholder holding more than 5 percent shares-

2019-20 2018-19Name of Shareholder No. of % of No. of % of

Shares held Holding Shares held Holding Coronation Refrigeration Industries Ltd. 2250000 15.515 2250000 15.515 Likhami Trading & Mfg. Co. Ltd. 2888000 19.910 2888000 19.910 Nouveau Metal Industries Ltd. 1177500 8.119 1177500 8.119 Rashmi Properties & Investments Ltd. 2889000 19.920 2889000 19.920

g) Statement of Change in Equity Share Capital

Particulars 2019-20 2018-19 Amount (Rs.) Amount (Rs.)

Equity Share Capital at the beginning of the year 14,502,400 14,502,400 Increase in Share Capital during the year - - Reduction in Share Capital during the year - - Equity Shares Capital at the end of the year 14,502,400 14,502,400

Preference

49


Note 13Other Equity


a. Capital Reserves- Restucturing of Debt.Opening Balance 132,995,444 132,995,444 (+) Current Year Transfer / (-) Written Back in Current Year - - Closing Balance 132,995,444 132,995,444

b. Capital Redemption ReserveOpening Balance 13,300,000 13,300,000 (+) Current Year Transfer / (-) Written Back in Current Year - - Closing Balance 13,300,000 13,300,000

c. Other Reserves (Capital Reserve on Forfeiture of Shares)

Opening Balance 91,000 91,000 (+) Current Year Transfer / (-) Written Back in Current Year - - Closing Balance 91,000 91,000 d. SurplusOpening balance 85,557,948 63,964,684 Add: Net Profit/(Loss) For the current year 5,380,428 21,593,264

Transfer from/to Reserve - - Ajustment for Fixed Assets (as per Schedule II of

Co's Act,13) - - Closing Balance 90,938,376 85,557,948

Total 237,324,820 231,944,392 Note 14Borrowings


Non- CurrentSecured :Term loan from Banks - - Unsecured :Term loan from Banks - - Debentures - - from Related parties 7,701,945 7,699,726

Total 7,701,945 7,699,726 CurrentSecured :Term loan from Banks - - Unsecured :Term loan from Banks - - Debentures - - from other parties 500,822 -

Total 500,822 -

50


Note 15Other Financial Liabilities


Advance from Buyers 5,017,000 5,000,000 Interest accrues but not due on borrowing - - Mark to Market of Derivative inancial Instruments - - Other Payables - -

Total 5,017,000 5,000,000 Note 16Other Current Liabilities


TDS Payable 60,922 99,088 Tax Liabilities Payable (other than Income Tax) 281,161 79,003 Liability for Expenses 1,150,449 893,673 Other liabilities Payable 120,580 250,181

Total 1,613,112 1,321,945 Note 17Provisions


(a) Provision for employee benefitsSalary & Reimbursements - - Contribution to PF - - Gratuity (Funded) 1,135,173 1,442,096

(b) Others - -

Total 1,135,173 1,442,096 Note 18Current Tax Liabilities /(Assets) -(net)


Provision for Income Tax 6,359,206 10,711,309 Less : Advance Taxes and TDS 7,880,951 12,363,625

Total (1,521,745) (1,652,316)Note 19Revenue from operations


Sale of products 39,288,743 145,836,090 Sale of service - 818,704 Other operating revenues - - Less:Excise Duty - -

Total 39,288,743 146,654,794

51


Note 20Other income


a) Interest Income 16,135,596 16,565,218 b) Net gain/loss on sale of investments 1,606,661 1,946,401 c) Dvidend Income 549,510 356,581 d) Other non-operating income (net of expenses ) 5,694 1,556,950 e) Net Profit on Sale of Fixed Assets - 4,304,751 f) Net gain/loss on foreign currency translation and transaction (other than considered as finance cost) - (96,242)g) Rent Income 3,409,000 2,093,613 h) Income of Earlier Year - 41,600

Total 21,706,461 26,768,872

Note 21Cost of Materials Consumed


Opening Stock 4,797,021 1,424,282 Add: Purchase 93,894,542 19,375,507 Less: Closing Stock 3,945,417 4,797,021

Total 94,746,146 16,002,768

Note 22Current Tax Liabilities /(Assets) -(net)


Purchase of Tradeble Items 3,154,908 442,965

Total 3,154,908 442,965

Note 23Changes in inventories of finished goods, work-in-progress and Stock-in-Trade


Opening Stock :Finished Goods 8,674,242 8,542,084 Traded Items 442,965 - 9,117,207 8,542,084 Closing Stock :Finished Goods 12,619,538 8,674,242 Traded Items - 442,965 12,619,538 9,117,207 Net Decrease / (increase ) in Finished Goods (3,502,331) (575,123)

Note 20Other income


a) Interest Income 18,849,282 16,135,596 b) Net gain/loss on sale of investments 3,605,852 1,606,661 c) Dvidend Income 1,035,105 549,510 d) Other non-operating income (net of expenses ) 12,647 5,694 e) Net Profit on Sale of Fixed Assets - - f) Net gain/loss on foreign currency translation andtransaction (other than considered as finance cost) (14,781) - g) Rent Income 402,000 3,409,000 h) Income of Earlier Year - -

Total 23,890,105 21,706,461 Note 21Cost of Materials Consumed


Opening Stock 3,945,417 4,797,021 Add: Purchase 10,736,447 93,894,542 Less: Closing Stock 2,895,340 3,945,417

Total 11,786,524 94,746,146 Note 22Purchase of Stock-in-Trade


Purchase of Tradeble Items 4,061,849 3,154,908

Total 4,061,849 3,154,908 Note 23Changes in inventories of finished goods, work-in-progress and Stock-in-Trade


Opening Stock :Finished Goods 12,619,538 8,674,242 Traded Items - 442,965

12,619,538 9,117,207 Closing Stock :Finished Goods 260,606 12,619,538 Traded Items - -

260,606 12,619,538 Net Decrease / (increase ) in Finished Goods 12,358,932 (3,502,331)

Note 24Employee Benefits Expense


(a) Salaries and incentives 5,360,544 5,893,325 (b) Contributions to Provident fund 437,426 430,382 (c) Gratuity Fund Contributions - - (d) Social security and other benefit plans for overseas employees 39,404 102,570 (e) Staff welfare expenses 487,966 721,565

Total 6,325,340 7,147,842

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Note 25Finance costs


Interest expense 903,978 900,079 Bank Charges 12,670 21,464

Total 916,648 921,543 Note 26Other expenses


Payment to conntractors 1,351,946 10,959,410 Loading & Unloading Charges 225,204 1,163,337 Power & Fuel Charges 231,100 822,551 Freight & Transportation 18,230 847,470 Job Work Charges 505,637 1,847,630 Vehicle Hire Charges 26,448 - Packing & Forwarding Charges 171,590 - Consumption/scrap of stores and spare parts. 164,709 1,808,666 Quality Defective Claim - 876,000 Advertisement and Publicity 129,517 69,985 Telephone & Internet Expenses 228,750 269,049 Postage & Courier Cherges 1,014,996 1,152,399 Electricity Charges 555,095 970,860 Insurance . 217,902 250,952 Legal & Professional Charges 1,172,664 419,800 Managerial Remuneration 933,337 932,409 Printing & Stationary 463,334 712,273 Rates and taxes (including Excise, Service Tax, VAT and GST) 70,987 272,420 Rent (Office & Factory Space) 2,761,825 2,746,793 Equipments Hire Charges 120,846 883,311 Repairs and Maintenance - Office & others 1,122,574 566,253 Repairs & Maintenance - Factory 493,536 948,667 Supervision Cherges 43,692 270,000 Security Charges 1,158,642 1,173,335 Service Charges 88,839 218,202 Transportation Charges - 241,200 Stock Exchange Listing Fee 300,000 250,000 Travelling and Conveyance Expenses 1,263,143 2,036,194 Vehicle Running and Maintenance Expenses 295,872 208,441 Miscellaneous Expenditure 934,657 644,550 Payments to the auditor as a. Statutory Audit fees 48,000 48,000 b. for Tax Audit and other taxation matters 12,000 12,000 c. for GST Audit 10,000 - d. Internal Audit fee 6,000 6,000 Sundry balance written off 321,501 65,456 Charity and Donation 6,000 6,000 Net Loss on sale of Fixed Assets 137,078 -

Total 16,605,651 33,699,613

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Note 27Earning Per Share


Profit After Tax 5,380,428 21,593,264 No of Equity Shares 14,502,400 14,502,400 Basic and diluted earning per equity share 0.37 1.49

Note 28a) Contingent liabilities and commitments (to the extent not provided for)


(i) Contingent Liabilities(a) Claims against the company not acknowledged as debt 2,842,570 2,842,570

(Sales Tax Demand for 1988-89 under dispute Rs. 20,49,049/- under Orissa Sales Tax Tribunal, Cuttack, and Rs. 791025/-as Rajasthan State Tax and Rs.2496/- as Central Sales Tax for 1998-99

is pending under appeal before Rajasthan Tax Board, Ajmer.)

(b) Other money for which the company is 170,700 170,700 contingently liable (Bank Guarantees in favour of CustomsDepartment issued by bank on our behalf valied upto 27th March, 2021)

3,013,270 3,013,270 (ii) Commitments - - 3,013,270 3,013,270

b) In the opinion of the Board, all assets other than fixed assets and non current investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated.

Note 29a) The total MAT credit available to the company as on 31st March, 2020 is Rs.1,07,26,660/-.

b) In the absence of any realization of interest on the loan of Rs.482.50 lakh since October, 2013, the interest for the year has not been considered. However, the company rented the property taken under charges against the above said loan.

c) The Company has disinvested major part of equities of its subsidiary company during the current financial year and lost its status as Holding Company of Kingstone Krystals Ltd.

54


Note 30Segment ReportingThe Company has three segments - Granite Division, Cement Moulded Product Division (PSC Poles) and Other Operations. Summary of operating segments of the Company area:-

Granite Cement Other TotalMoulded Operations Product

Segmental Revenue: 12.04 355.98 263.77 631.79TOTAL REVENUE 12.04 355.98 263.77 631.79

Segment Result: (64.12) 15.07 (6.63) (55.68)(before interest and tax)Unallocated Corporate Expenses net of unallocable income - - - (61.00) Operating Profit/(Loss) - - - (116.68)

Interest Income 0.24 0.12 188.13 188.49Interest Expenses 0.01 - 9.03 9.04Net Profit / (Loss) before Tax - - - 62.77

OTHER INFORMATIONCAPITAL EMPLOYED:Net Segment Assets 98.90 (27.47) 326.58 398.01Unallocated Assets / (Liabilities) - - - 2120.27Net Capital Employed - - - 2518.28

Capital Expenditure - - 1.82 1.82Depreciation 6.26 38.54 3.67 48.47

Note 31

Foreign Exchange earning / Outgo 31/03/2020 31/03/2019 (Rs. In lakhs) (Rs.In Lakhs)

a) Expenditure in foreign currency Travelling NIL NIL Imported Consumables NIL NIL

b) FOB Value of exports/earnings in foreign currency NIL NIL Other earnings in Foreign Currency NIL NIL

c) Value of imports on CIF basis Components & spare parts NIL NIL

55


Note 32Related Party Disclosers as per Ind AS- 2432.1 Name of Related Parties and related parties relationship

S. No. Name of Party Nature of Relationship1 Coronation Refrigeration Industries Ltd. Common Control2 Impact Stoneworks Pvt. Ltd Common Control3 Kingstone Krystals Ltd. Common Control4 Likhami Trading & Manufacturing Company Ltd. Common Control5 Nouveau Metal Industries Ltd. Common Control6 Rashmi Properties & Investments Ltd. Common Control7 Shree Vidyut Ltd. Common Control8 Tetron Capital Ltd. Common Control9 Tetron Commercial Ltd. Common Control10 Vaibhav Heavy Vehicles Ltd. Common Control11 Wink Retail Pvt. Ltd. Common Control12 Sri Krishna Murari Poddar, Key Managerial Personnel (KMP)-(MD)13 Sri Anubhav Poddar KMP- (CFO)14 Miss Sneha Binani KMP- (Company Secretary)15 Sri Vaibhav Poddar Relative of KMP16 Smt. Uma Poddar Relative of KMP

32.2 Disclosure of Significant Transactions with related parties and the status of outstanding balances

Particulars 2019-20 2018-19Rs. Rs.

1. Coronation Refrigeration Industries Ltd.Opening Credit Balance NIL NILRent Paid 840000 840000Rent with GST Received 28320 24240Closing Credit Balance NIL NIL

2. Impact Stoneworks Pvt. Ltd.Rent with GST received 14160 12120Closing Balance 400 NIL

3. Kingstone Krystals Ltd.Rent with GST received 14160 14160Closing Balance NIL NIL

4. Likhami Trading & Manufacturing Company Ltd.Rent with GST received 84960 329220Closing Balance NIL NIL

5. Nouveau Metal Industries Ltd.Opening Credit Balance NIL NILRent with GST received 28320 28320Closing Balance NIL NIL

6. Rashmi Properties & Investments Ltd.Opening Credit Balance 16911 2583Rent with GST received 28320 28320Rent and electricity paid NIL NILClosing Balance 23068 16911

7. Shree Vidyut Ltd.Rent Paid 132000 132000Rent with GST Received 28320 28320Closing Credit Balance NIL NIL

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Note 33. Previous year figures have been regrouped or rearranged wherever considered necessary.Signature of Notes 1 to 33 as per our annexed report of even date.




Particulars 2019-20 2018-19Rs. Rs.

8. Tetron Capital Ltd.Rent with GST received 14160 14160Closing Balance NIL NIL

9. Tetron Commercial Ltd.Opening Balance of Loan given NIL NILReceived as refund of loan NIL NILGross Interest received on loan NIL NILRent with GST received 56640 56640Closing Balance of Loan Receivable NIL NIL

10.Vaibhav Heavy Vehicles Ltd.Rent with GST received 56640 56640Closing Balance NIL NIL

11. Wink Retail Pvt. Ltd.Rent with GST received 7080 7080Closing Balance NIL NIL

12. Sri Krishna Murari Poddar (Managing Director)Opening Balance of Loan Borrowed 2566576 2566576Additional Loan Borrowed/ (Repaid) NIL NILGross Interest paid/ payable on loan 300822 300000Remuneration and Perquisites to MD 965737 932409Closing Balance of Loan borrowed 2567315 2566576

13. Sri Anubhav Poddar Remuneration and Perquisites paid 954210 758756

14. Miss Sneha BinaniRemuneration and Perquisites paid 444048 397620

15. Sri Vaibhav PoddarRemuneration and Perquisites paid 743202 620420

16. Smt. Uma PoddarOpening Balance of Loan Borrowed 5133150 5130783Additional Loan Borrowed/ (Repaid) NIL NILGross Interest paid/ payable on loan 601644 600000Closing Balance of Loan borrowed 5134630 5133150

thirty six annual general meeting...thirty six annual general meeting thursday, 5th november, 2020...

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